Exhibit 10.12

THIS INSTRUMENT PREPARED BY: 
Linda M. Crouch, Esq. 
207 Mockingbird
Lane Johnson City, Tennessee 37601


                                 QUITCLAIM DEED
 
    KNOW ALL MEN BY THESE PRESENTS, that JOHNSON COUNTY, TENNESSEE, one of 
the political subdivisions of the State of Tennessee ("Grantor"), for and in 
consideration of Three Hundred Nineteen Thousand Five Hundred Twenty-Five and 
50/100 Dollars ($319,525.50) in hand paid, does hereby bargain, sell, remise, 
release, quitclaim and convey unto NN BALL & ROLLER, INC., a Tennessee 
corporation ("Grantee"), all of the Grantor's interest in the following 
described real estate located in Johnson County, Tennessee, more particularly 
described on Exhibit "A" attached hereto; provided, however, that there is 
also hereby expressly
 
    EXCEPTED AND RESERVED unto Grantor, its successors and assigns a 
permanent forty foot right of way easement along the northerly and westerly 
boundaries of Tract One of the property hereinabove conveyed, which easement 
is more particularly described in Deed Book 114, Page 233 in the Register's 
Office for Johnson County, Tennessee and as set forth on that plat of survey 
entitled "As Built and Boundary Survey of the Economic and Community 
Development, State of Tennessee Tract and a Portion of the Johnson County, 
Tennessee Tract in the Johnson County Industrial Park", dated February 15, 
1996, prepared by Nelson Elam, Tennessee Registered Land Surveyor No. 1642, 
Suite 100, Tri-City Airport Terminal Building, Blountville, Tennessee, 37617 
and recorded at Plat Cabinet #3, Slide 131 in the Register's Office for 
Johnson County, Tennessee, for the purposes of: (i) a road right of way and 
the construction, repair and maintenance of same; (ii) laying, maintaining, 
inspecting and repairing any and all utilities as may be necessary for the 
development of the Johnson County Industrial Park, including, without 
limitation, all installations of electric power, gas, water, drainage, 
installations for the transmission of intelligence and other necessary 
utilities; and (iii) existing pipelines, as are now installed, and the 
inspection, maintenance, repair and service of same.
 
    Grantor also EXCEPTS AND RESERVES unto itself, an extension of the forty 
foot right of way easement hereinabove reserved across the westerly boundary 
of Tract Two of the property hereinabove conveyed, which easement is more 
particularly described on Exhibit "B" attached hereto and incorporated herein 
by reference, for the same aforementioned purposes. Said easements shall be 
appurtenant to the rest, residue and remainder of those properties owned by 
Johnson County, Tennessee in the Johnson County Industrial Park.
 
    IN TESTIMONY WHEREOF, the undersigned has have executed this instrument 
on this the 20th day of January, 1997.
 
                              JOHNSON COUNTY, TENNESSEE
  
                               By: /s/ George Lowe 
                                  ------------------------------
                                   George Lowe, County Executive


 
STATE OF TENNESSEE
COUNTY OF JOHNSON
 
    Personally appeared before me, Danny C. Cullop, County Clerk in and for 
said State and County duly commissioned and qualified, George Lowe, with whom 
I am personally acquainted (or proved to me on the basis of satisfactory 
evidence), and who acknowledged that he executed the foregoing instrument for 
the purposes therein contained, and who further acknowledged that he is the 
County Executive of Johnson County, Tennessee (the "Grantor") and is 
authorized by the Maker to execute this instrument on behalf of the Grantor.
 
    WITNESS my hand and seal at office, on this 20th day of January, 1997.
 
                              COUNTY CLERK
 
                              /s/ Danny C. Cullop 
                                 ---------------------

My Commission Expires:

N/A

                             ******************** 

PROPERTY ADDRESS:                           I, or we, hereby swear or     
                                        affirm that, to the best of       
378 Industrial Park                     affiant's knowledge, information  
Mountain City, TN 37683                 and belief, the actual            
                                        consideration for this transfer   
MAIL TAX BILLS TO: (Person or Agency    is $319,525.50 ($300,000 for      
responsible for payment of taxes)       Tract One and $19,525.50 for      
NN Ball & Roller, Inc.                  Tract Two.)                       
800 Tennessee Road                      
Erwin, Tennessee 37650                  AFFIANT
                                        
Map #53                                 /s/ Roderick R. Baty
Tract One:                                  --------------------
Tax Parcel I.D.: 71.02                  
                -------                 Subscribed and sworn before me  
                                        this 20th day of January 1997   
Tract Two:                              
Tax Parcel I.D.: Part of 71             COUNTY CLERK
                -----------             
                                        /s/ Danny C. Cullop
State Tax:       $1,183.15                 ----------------
Register's Fee:       1.00              
Recording Fee:       24.00              My Commission Expires:
                -----------             
Total:           $1,207.15              N/A



 
                               EXHIBIT "A"
 
SITUATE, lying and being in the 7th Civil District of Johnson County, 
Tennessee, and being more particularly described as follows, to-wit:
 
TRACT ONE:
 
A tract of land being generally located south of State Route 67, west of 
Pedro Shoun Road (right of way width unknown), and east of a tract conveyed 
to the State of Tennessee's Department of Corrections for the Northeast 
Correctional Facility and being more particularly described as follows:
 
BEGINNING at a point in the common line of the Northeast Correctional 
Facility and said tract, said common line being the Easterly most line of 
said Northeast Correctional Facility, said point being 1873.37 feet Southerly 
from the Southerly margin of State Route 67; thence with said common line, N. 
15 40' 28" W., 455.42 feet to an iron rod, corner to Johnson County (Book 
100, page 817); thence with Johnson County's line, the following two courses 
and distances: N. 74 19' 32" E., 192.00 feet to a point and S. 83 50' 49" E., 
91.52 feet to a point in the margin of Industrial Boulevard (80 foot right of 
way); thence continuing with said margin, with a curve to the left having a 
radius of 75.00 feet (central angle = 125 , 19' 21"), 164.04 feet to a point, 
corner to Johnson County; thence leaving said margin of Industrial Boulevard 
and with the line of Johnson County the following three courses and 
distances: N. 74 06' 32" E., 218.93 feet to a point; S. 15 37' 58" E., 302.39 
feet to a point and S. 74 06' 32" W., 558.08 feet to the point of BEGINNING, 
and containing 4.807 acres, more or less and being identified as Tract No. 1 
of a map entitled "As Built and Boundary Survey of the Economic and Community 
Development, State of Tennessee Tract and a Portion of the Johnson County, 
Tennessee Tract in the Johnson County Industrial Park", dated February 15, 
1996, prepared by Nelson Elam, Tennessee Registered Land Surveyor No. 1642, 
Suite 100, Tri-City Airport Terminal Building, Blountville, Tennessee, 37617, 
which map is recorded at Plat Cabinet #3, Slide 131 in the Register's Office 
for Johnson County, Tennessee.
 
AND BEING the same property conveyed to Johnson County, Tennessee and 
Department of Economic and Community Development, State of Tennessee, by the 
following deeds: 1) Deed from Thomas R. Grayson, Trustee, dated March 12, 
1987, recorded in Deed Book 112, page 395, 2) Deed from Johnson County, 
Tennessee, dated December 4, 1987, recorded in Deed Book 114, page 233, all 
in the Register's Office for Johnson County, Tennessee. The Department of 
Economic and Community Development, State of Tennessee conveyed its interest 
in said property to Johnson County, Tennessee by deed dated November 21, 
1996, recorded in Deed Book 140, Page 206 in the Register's Office for 
Johnson County, Tennessee.
 
TRACT TWO:
 
A tract of land being generally located south of State Route 67, west of 
Pedro Shoun Road (right of way width unknown), and east of a tract conveyed 
to the State of Tennessee's Department of Corrections for the Northeast 
Correctional Facility and being more particularly described as follows:
 
BEGINNING at a monument in the common line of the Department of Corrections,
said point being corner to property of Johnson County, Tennessee and the
Department of Economic and Community Development, State of Tennessee, (Deed Book
112, page 395 and Deed Book 114, page 233); thence with the line of Johnson
County and the State of Tennessee the following three courses and distances: N.
74 06' 32" E., 558.08 feet to an iron rod new; thence N. 15 37' 58" W., 302.39
feet to an iron rod new and S. 74 06' 32" W., 218.93 feet to an iron rod new in
the margin of Industrial Boulevard (80' right of way); thence with said
boulevard the following calls: with a curve to the left having a radius of 75.00
feet, a delta of 118 04' 13" and an arc length of 154.55 feet to an iron rod
new; thence with a curve to the right having a radius of 100.00 feet, a delta of
45 13' 53" and an arc length of 78.94 feet to an iron rod new; thence with a
curve to the left having a radius of 414.00 feet, a delta of 16 26' 09" and an
arc length of 118.76 feet to an iron rod new; thence N. 15 45' 00" W., 117.44
feet to an iron rod new; thence with the new proposed Industrial access road,
the following calls: with a curve having a radius of 25.00 feet, a delta of 135
00' 00", and an arch length of 58.91 feet; thence S. 60 45' 00" E., 95.19 feet
to an iron rod; thence with a curve 



having a radius of 271.56 feet, a delta of 46 15' 22" and an arc length of 
219.23 feet to an iron rod new; thence S. 14 29' 38" E., 174.67 feet to an 
iron rod new; thence with a curve having a radius of 602.95 feet, a delta of 
12 36' 51" and an arc length of 132.74 feet to an iron rod new; thence S. 27 
06' 29" E., 326.49 feet to an iron rod new; thence leaving said proposed 
road, S. 74 21' 02" W., 652.75 feet to an iron rod new set in the Department 
of Corrections line; thence with said common line, N. 24 46' 00" W., 149.76 
feet to the point of BEGINNING and containing 4.339 acres, more or less, and 
being designated as Tract No. 2 of a map entitled "As Built and Boundary 
Survey of the Economic and Community Development, State of Tennessee Tract 
and a Portion of the Johnson County, Tennessee Tract in the Johnson County 
Industrial Park", dated February 15, 1996, prepared by Nelson Elam, Tennessee 
Registered Land Surveyor No. 1642, Suite 100, Tri-City Airport Terminal 
Building, Blountville, Tennessee, 37617, which map is recorded at Plat 
Cabinet #3, Slide 131 in the Register's Office for Johnson County, Tennessee.
 
AND BEING part of the same property conveyed to Johnson County, Tennessee, by 
Buccaneer Stores, Inc., by deed dated September 11, 1981, of record in Deed 
Book 100, page 817, in the Register's Office for Johnson County, Tennessee.




                                    EXHIBIT "B"

                          DESCRIPTION OF EASEMENT AREA
 
BEGINNING at a monument in the common line of Tract Two hereinabove conveyed 
and the Department of Corrections, said point being corner to said Tract Two 
and Tract One hereinabove conveyed; thence with the line of said Tract Two 
south 24 46' 00" east 149.76 feet to an iron rod new at the common corner of 
Johnson County, Tennessee, the Department of Corrections and said Tract Two; 
thence north 74 21' 02" east 40.00 feet to a point in the line of Johnson 
County, Tennessee (Deed Book 100, Page 817); thence north 24 46' 00" west to 
a point in the common line of Tract Two and Tract One; thence south 74 06' 
32" west 40.00 feet to the Point of BEGINNING.
 





STATE OF TENNESSEE, JOHNSON COUNTY 
The foregoing instrument and certificate were noted in 
Note Book 8 Page 65 at 2:50 O'Clock PM 1/20/97 and recorded 
in Deed Book 140 Section ___ Page 253 State Tax Pd. 
$1,182.15 Fee 1.00 Recording Fee $24.00 Total $1,207.15
 
Witness My Hand.
 
Receipt No. 55835 /s/ Patricia W. Hartley, Deputy Register
- ----------------------------------------------------------